EXHIBIT 4.1

NUMBER                                              SHARES
                                                    CUSIP NO. 74838L 30 4
INCORPORATED UNDER THE LAWS
  OF THE STATE OF NEVADA

                             THE QUIGLEY CORPORATION



         THIS CERTIFIES THAT                            is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF PAR VALUE $.001
PER SHARE OF
                                   THE QUIGLEY CORPORATION
transferable  on the books of the  Corporation by the holder hereof in person or
by  duly  authorized  attorney  upon  surrender  of  this  Certificate  properly
endorsed.

         This  certificate  is not valid  unless  countersigned  by the transfer
agent and registrar.

         WITNESS  the  facsimile  seal  of the  Corporation  and  the  facsimile
signatures of its duly authorized officers.


Dated:

/S/ERIC H. KAYTES                             /S/GUY QUIGLEY
-----------------                             --------------
SECRETARY/TREASURER                           PRESIDENT

                                              COUNTERSIGNED AND REGISTERED:
                                              AMERICAN STOCK TRANSFER & TRUST
                                              COMPANY (New York, NY)
                                              TRANSFER AGENT AND REGISTRAR,

                                              BY
                                                 --------------------------
                                                   AUTHORIZED OFFICER

<PAGE>

         The Company is authorized  to issue Common Stock and  Preferred  Stock.
The Board of Directors of the Company has  authority to fix the number of shares
and the  designation of any series of Preferred  Stock and to determine or alter
the rights, preferences, privileges, and restrictions granted to or imposed upon
any unissued Preferred Stock.

         A statement of the rights,  preferences,  privileges,  and restrictions
granted to or imposed  upon the  respective  classes or series of stock and upon
the  holders  thereof as  established,  from time to time,  by the  Articles  of
Incorporation of the Company and by any certificate of determination, the number
of shares constituting each class and series, and the designation  thereof,  may
be obtained  by the holder  hereof  upon  request  and  without  charge from the
Company.

         The following  abbreviations,  when used in the inscription on the face
of this certificate,  shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -  as tenants in common   UNIF GIFT MIN ACT - ______ Custodian ______
                                                      (Cust)           (Minor)
                                                 under Uniform Gifts to Minors
                                                 Act__________________________
                                                           (State)

TEN ENT -  as tenants by the entireties

JT TEN  -  as joint tenants with right of
           survivorship and not as
           tenants in common

         Additional abbreviations may also be used though not in the above list.

         FOR VALUE  RECEIVED,  ______________  hereby sell,  assign and transfer
unto


PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE



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  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


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------------------------------------------------------------------------ Shares
of  capital  stock  represented  by  the  within  Certificate,   and  do  hereby
irrevocably constitute and appoint

----------------------------------------------------------------------- Attorney
to transfer  the said stock on the books of the within  named  Corporation  with
full power of substitution in the premises.

Dated:
      -----------------------------


                           -----------------------------------------------------
                           NOTICE:     The  signatures  to this  assignment  and
                                       correspond  with the name as written upon
                                       the  face of this  certificate  in  every
                                       particular,    without    alteration   or
                                       enlargement of any change whatever.


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